Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2023

HG Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34964	54-1272589
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2115 E. 7th Street, Suite 101

Charlotte, North Carolina 28204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (850) 772-0698

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01. Changes in Registrant’s Certifying Account.

On August 21, 2023, Cherry Bekaert LLP (“Cherry Bekaert”) resigned as the independent registered public accounting firm of HG Holdings, Inc. (the “Company”). Neither the Company’s board of directors nor the audit committee of the Company’s board of directors (the “Audit Committee”) took part in Cherry Bekaert’s decision to resign.

The Audit Committee has initiated a process to select and appoint a new accounting firm to serve as the Company’s independent registered public accounting firm.

The report of Cherry Bekaert regarding the Company’s financial statements for the fiscal years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2022 and 2021, and during the interim period from January 1, 2023 through August 21, 2023, the date of Cherry Bekaert’s resignation, there were no disagreements with Cherry Bekaert on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cherry Bekaert, would have caused it to make reference to such disagreement in its reports.

The Company provided Cherry Bekaert with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that Cherry Bekaert furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated August 24, 2023, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
16.1	Letter from Cherry Bekaert, LLP, dated August 24, 2023
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HG HOLDINGS, INC.

Date: August 24, 2023	By:	/s/ Justin H. Edenfield
		Name:	Justin H. Edenfield
		Title:	Principal Financial and Accounting Officer

Exhibit 16.1

August 24, 2023

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-7561

Re: HG Holdings, Inc.

SEC File Number 001-34964

On August 21, 2023, our appointment as auditor for HG Holdings, Inc. ceased. We have read HG Holdings, Inc.’s statements included under Item 4.01 of its Form 8-K dated August 24, 2023 and agree with such statements, insofar as they apply to us.

We have no basis to agree or disagree with any other statement made in Item 4.01 of such report.

Very truly yours,

/s/ Cherry Bekaert LLP

Document And Entity Information	Aug. 21, 2023
Document Information [Line Items]
Entity, Registrant Name	HG Holdings, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 21, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-34964
Entity, Tax Identification Number	54-1272589
Entity, Address, Address Line One	2115 E. 7th Street, Suite 101
Entity, Address, City or Town	Charlotte
Entity, Address, State or Province	NC
Entity, Address, Postal Zip Code	28204
City Area Code	850
Local Phone Number	772-0698
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000797465